0001437749-16-042841.txt : 20161201 0001437749-16-042841.hdr.sgml : 20161201 20161201210858 ACCESSION NUMBER: 0001437749-16-042841 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161129 FILED AS OF DATE: 20161201 DATE AS OF CHANGE: 20161201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RESPONSE BIOMEDICAL CORP CENTRAL INDEX KEY: 0000806888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1781 - 75TH AVENUE W. CITY: VANCOUVER STATE: A1 ZIP: V6P6P2 BUSINESS PHONE: 604-456-6010 MAIL ADDRESS: STREET 1: 1781 - 75TH AVENUE W. CITY: VANCOUVER STATE: A1 ZIP: V6P6P2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shuster Lewis CENTRAL INDEX KEY: 0001471131 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50571 FILM NUMBER: 162029680 MAIL ADDRESS: STREET 1: 421 BRIDOON TERRACE CITY: ENCINITAS STATE: CA ZIP: 92024 4 1 rdgdoc.xml FORM 4 X0306 4 2016-11-29 1 0000806888 RESPONSE BIOMEDICAL CORP RBM 0001471131 Shuster Lewis 1781 - 75TH AVENUE W. VANCOUVER A1 V6P 6P2 BRITISH COLUMBIA, CANADA 1 Common Stock 2016-11-29 4 A 0 36764 A 115379 D Common Stock 2016-11-29 4 D 0 115379 D 0 D Stock Option (Right to Buy) 2.20 2016-11-29 4 D 0 20000 D 2022-04-02 Common Stock 20000 0 D Stock Option (Right to Buy) 3.10 2016-11-29 4 D 0 20000 D 2023-03-14 Common Stock 20000 0 D Stock Option (Right to Buy) 1.43 2016-11-29 4 D 0 5000 D 2024-03-19 Common Stock 5000 0 D Deferred Share Unit 2016-11-29 4 D 0 36764 D Common Stock 36764 0 D Stock Option (Right to Buy) 0.92 2016-11-29 4 D 0 5000 D 2025-03-19 Common Stock 5000 0 D Stock Option (Right to Buy) 0.85 2016-11-29 4 D 0 5000 D 2026-03-24 Common Stock 5000 0 D Each deferred share unit represent a right to receive shares of Company common stock (or, in the sole discretion of the Issuer's Board of Directors following a Change in Control as defined in the Plan, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon the reporting person's termination of service to the Company. The DSUs are immediately vested and expire 90-days following the reporting person's Termination Date as defined in the Plan. Disposed of pursuant to the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), pursuant to which 1077801 B.C. Ltd. acquired all of the outstanding common shares of the issuer (other than those rolled over into the purchaser) in exchange for cash consideration of $1.12 CDN per share. Prices shown are denominated in Canadian dollars. 100% of the options vest fully on the date which is one year after the date of grant. Pursuant to the terms of the Arrangement, out of money stock options were cancelled. The shares subject to the award vest and become exercisable upon termination of the reporting persons service to the Company. In connection with the Arrangement, all outstanding deferred share units as of immediately prior to the effective time of the Arrangement were converted into common shares of the issuer on a one-for-one basis, and subsequently disposed of in exchange for cash consideration of $1.12 CDN per share pursuant to the terms of the Arrangement Agreement. 100% of the options vest on March 20, 2016, subject to the reporting person's continued service as a director of the Company through each vesting date. In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of $1.12 CDN and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings. Subject to the reporting person's continued service as a director of the company through each vesting date, 100% of the shares subject to the option shall vest and become exercisable on March 24, 2017. /s/ Anastasios Tsonis, as Attorney-in-Fact 2016-12-01